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Fluidra S.A. — Capital/Financing Update 2022
Jan 10, 2022
1828_rns_2022-01-10_268980d4-849c-4022-894e-977206b9de32.pdf
Capital/Financing Update
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A LA COMISIÓN NACIONAL DEL MERCADO DE VALORES
Fluidra, S.A. ("Fluidra" o la "Sociedad"), en cumplimiento de lo dispuesto en el artículo 227 del Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el Texto Refundido de la Ley del Mercado de Valores, hace pública la siguiente
OTRA INFORMACIÓN RELEVANTE
Fluidra está iniciando un proceso para refinanciar la estructura del capital de su deuda sindicada (la "Refinanciación"), destinado a modificar y extender los términos de su préstamo garantizado (Credit and Guaranty Agreement) de fecha inicial 2 de julio de 2018 y ya modificado en fecha 28 de enero de 2020, con el objetivo de financiar el capital circulante y para fines generales corporativos de la Sociedad.
Está previsto que la Refinanciación extienda el plazo del préstamo multidivisa (TLB) a 2029, aumente su importe y reequilibre el mix de divisas incluyendo un préstamo senior garantizado de 450 millones de euros y 750 millones de dólares estadounidenses. Adicionalmente, los instrumentos de financiación de circulante se ajustarán del siguiente modo: se aumentará a 450 millones de euros la línea de crédito revolving (RCF), cuyo plazo se extenderá hasta 2027, mientras que la línea de crédito basada en activos (asset based lending facility) (ABL), cuyo plazo vencía en 2023, se cancelará con los fondos de esta Refinanciación.
La Presentación a los Prestamistas tendrá lugar el 12 de enero de 2022. Dicho documento, que servirá de soporte al proceso de sindicación, se ha publicado en la página web de Fluidra (www.fluidra.com) y se adjunta a esta comunicación de "Otra Información Relevante".
Sant Cugat del Vallès, a 10 de enero de 2022
Presentation to Lenders
th January 2022

DISCLAIMER
This document is for information purposes only and does not constitute an offer to sell, exchange or buy, or an invitation to make offers to buy, securities issued by any of the companies mentioned. This financial information has been prepared in accordance with International Financial Reporting Standards (IFRS). However, as it has not been audited, the information is not definitive and may be modified in the future.
The assumptions, information and forecasts contained herein do not guarantee future results and are exposed to risks and uncertainties; actual results may differ significantly from those used in the assumptions and forecasts for various reasons.
The information contained in this document may contain statements regarding future intentions, expectations or projections. All statements, other than those based on historical facts, are forward-looking statements, including, without limitation, those regarding our financial position, business strategy, management plans and objectives for future operations. Such forward-looking statements are affected, as such, by risks and uncertainties, which could mean that what actually happens does not correspond to them.
These risks include, amongst others, seasonal fluctuations that may change demand, industry competition, economic and legal conditions, and restrictions on free trade and/or political instability in the markets where the Fluidra Group operates or in those countries where the Group's products are manufactured or distributed. The Fluidra Group makes no commitment to issue updates or revisions concerning the forwardlooking statements included in this financial information or concerning the expectations, events, conditions or circumstances on which these forward-looking statements are based.
In any event, the Fluidra Group provides information on these and other factors that may affect the Company's forward-looking statements, business and financial results in documents filed with the Spanish National Securities Market Commission. We invite all interested persons or entities to consult these documents.
In order to give a better understanding of the results, we comment on 9month (defined as year-to-date ("YTD")) and last twelve months ("LTM") pro forma financial statements. Please refer to www.fluidra.com for further details on Fluidra results including quarterly disclosures reported to market.

TODAY'S PRESENTERS

Bruce Brooks CEO
- Over 30 years of experience in global consumer and industrial products industries
- Joined Zodiac as CEO in 2011 and became CEO of Fluidra at time of merger with Zodiac

Xavier Tintoré CFO
- Over 25 years experience in corporate finance in multinationals and public companies
- Joined Fluidra as CFO in 2010

AGENDA
Overview of Proposed Transaction

Company Overview

Key Credit Highlights

Strategic & Financial Objectives

Appendix – Current Trading
1. Overview of Proposed Transaction

EXECUTIVE SUMMARY
- With global headquarters in Barcelona, Spain, Fluidra is the global leader in pool equipment and wellness solutions
- After a solid 2020 with 9% sales growth and 190bps EBITDA margin expansion, Fluidra has continued its strong performance in 2021
- As of 3Q'21, sales up 49.1% and EBITDA up 81.6% YTD, with full year 2021 guidance of 40-45% sales growth and 25-25.5% EBITDA margin (implying a 340-390bps margin improvement)
- Sales and EBITDA up to €2,049m and €523m (25.5% margin) respectively, for the LTM Sep'21 period
- Fluidra has executed its 2018-2022 Strategic Plan set with transformational 2018 Zodiac merger ahead of plan with all 2022 objectives expected to be met by 2021
- Top line growth, margin expansion and working capital management has led to significant cash generation, deleveraging from 3.5x in 2017 PF for the merger to below 2x (Net Leverage) already by 2020
- Fluidra is committed to keep delivering top line growth and EBITDA margin expansion after 2021
- At least 6% annual growth, based on structural 4-8% growth of the industry plus incremental market share and M&A
- At least 50bps of annual margin improvement driven by Lean and Value Initiatives, operating leverage, digitization and simplification of internal operations
- Fluidra is refinancing their existing debt and amending & extending their RCF, simplifying the capital structure
- USD TLB to be increased from \$421m to \$750m (€650m-equiv.) with tenor extended to 7 years
- EUR TL B to increase from €299m to €450m with tenor extended to 7 years
- RCF to be upsized from €130m to €450m with tenor extended to 5 years
- The proceeds will be used to refinance total of €705m existing TL B debt (taking out AUD tranche), €167m drawn ABL & RCF (cancelling \$230m ABL while upsizing the RCF by €320m) and €79m of other debt (incl. promissory notes)(1), pay transaction fees & expenses and add cash to balance sheet
- 2.4x / 2.0x(1) Total / Net Leverage based on LTM Sep'21 Consolidated EBITDA of €523m
- Transaction is net leverage neutral
1: Current debt balance is pro forma for Taylor acquisition (EBITDA is not).
TRANSACTION OVERVIEW
| Sources & Uses | ||||
|---|---|---|---|---|
| Sources | in €m | Uses | in €m | |
| New USD TLB New EUR TLB |
Currency mix in line with EBITDA breakdown PF for new acquisitions, providing natural FX hedge |
650 450 |
Repayment existing TLB debt Repayment existing ABL & RCF Repayment other debt OID & Other fees Cash |
705 167 79 11 138 |
| Total | 1,100 | Total | 1,100 |
| Pro-Forma Capital Structure | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (1) Balance (3Q'21) |
PF Balance | Terms | |||||||
| In €m | Amount | % of Total | x EBITDA | Adj. | Amount | % of Total | x EBITDA | Pricing | Tenor |
| Cash | (92) | (1.2%) | (0.2x) | (138) | (230) | (3.0%) | (0.4x) | ||
| RCF (limit: €450m) | 130 | 1.7% | 0.2x | (130) | -- | -- | -- | [●] | 5 years |
| ABL | 37 | 0.5% | 0.1x | (37) | -- | -- | -- | ||
| EUR TLB | 299 | 3.8% | 0.6x | 151 | 450 | 5.8% | 0.9x | [●] | 7 years |
| USD TLB | 361 | 4.7% | 0.7x | 289 | 650 | 8.4% | 1.2x | [●] | 7 years |
| AUD TLB | 45 | 0.6% | 0.1x | (45) | -- | -- | -- | ||
| Total First Lien Debt | 872 | 11.2% | 1.7x | 228 | 1,100 | 14.2% -- |
2.1x 0 |
||
| Promisory notes | 75 | 1.0% | 0.1x | (75) | -- | -- | -- | ||
| Other debt | 4 | 0.1% | 0.0x | (4) | -- | -- | -- | ||
| Leasings | 162 | 2.1% | 0.3x | -- -- |
162 | 2.1% | 0.3x | ||
| Total Debt | 1,113 | 14.3% | 2.1x | 149 -- |
1,262 | 16.2% | 2.4x | ||
| Net Total Debt | 1,021 | 13.2% | 2.0x | 11 | 1,031 | 13.3% | 2.0x | ||
| Market cap (as of 30th Sept 2021) | 6,739 | 86.8% | 12.9x | -- | 6,739 | 86.7% | 12.9x | ||
| Total Capitalisation | 7,760 | 100.0% | 14.8x | 11 | 7,771 | 100.0% | 14.9x | ||
| LTM Sep-21 Consolidated EBITDA | 523 | 523 |
1: Current debt balance is pro forma for Taylor acquisition (EBITDA is not).
INDICATIVE TERM SHEET
| Instrument: | Term Loan B | |||||
|---|---|---|---|---|---|---|
| Borrower: | Zodiac Pool Solutions LLC | Fluidra Finco SLU |
||||
| Amount: | \$750m | €450m | ||||
| Purpose: | Refinance existing indebtedness and pay transaction fees & expenses |
|||||
| Currency: | USD | EUR | ||||
| Tenor: | 7 years | |||||
| Amortisation: | 0.25% per quarter | |||||
| Indicative Pricing: | [●] | [●] | ||||
| Floor (%): | 0.50% | 0% | ||||
| OID: | [●] | |||||
| Call Protection: | 101 soft call for 6 months | |||||
| Financial Covenant: | None | |||||
| Governing Law: | New York |
TRANSACTION TIMETABLE
| January 2022 | |||||||
|---|---|---|---|---|---|---|---|
| M | T | W | T | F | S | S | |
| 1 | 2 | ||||||
| 3 | 4 | 5 | 6 | 7 | 8 | 9 | |
| 10 | 11 | 12 | 13 | 14 | 15 | 16 | |
| 17 | 18 | 19 | 20 | 21 | 22 | 23 | |
| 24 | 25 | 26 | 27 | 28 | 29 | 30 | |
| 31 | |||||||
| Process Date | UK / US / Spain | public holidays | |||||
| Date | Key Event | ||||||
| Monday, 10th January |
| Launch of | Term Loan B Refinancing | ||||
| Wednesday, 12th January | | Lender Presentation | |||||
| Friday, 21st January |
| Pricing and Allocation |
2. Company Overview

FLUIDRA AT A GLANCE
- Global leader in pool equipment and wellness solutions with strong position in all relevant markets
- Global headquarters in Barcelona (Spain), and North American headquarters in San Diego (California)
- ⁻ Fluidra today is the result of the merger in 2018 of Fluidra and Zodiac (58%/42%)
- Listed on the Spanish Stock Exchange, with a market capitalisation of €6bn+
- Present in over 45 countries with over 7,000 employees
- Owner of some of the industry's most recognized and trusted brands, including Jandy®, AstralPool®, Polaris®, Cepex®, Zodiac®, CTX Professional® and Gre®, amongst others
- Global R&D leader, with strategic investments in innovation in its core
- €2.0bn Sales and €523m EBITDA as of LTM Sep'21


Current Shareholder Structure Global & Balanced Presence
Sales Adjusted EBITDA
(1)
2018 2019 2020 LTM 3Q21
Adjusted EBITDA Margin
Sales by geography 9M 2021A
(1)

Overview Highly Profitable and Cash Generating Business
1: IFRS-16 adjusted
3. Key Credit Highlights

GLOBAL LEADERS IN A RESILIENT GROWTH INDUSTRY
1 Attractive industry with sustainable growth driven by aftermarket, and low price elasticity
- Large installed base drives annuity-like after market
- Positive industry dynamics: new pool construction feeds ever growing installed base
- Step change in consumer trends with increasing tendency towards outdoor living
- Low price elasticity with ability to pass inflation to the end customer
- Step change in consumer trends with increasing tendency towards outdoor living
- Positive industry dynamics: new pool construction feeds ever growing installed base
2 Global leader based on unique footprint, go-to-market and offering
- The largest and more diversified player globally
- Operates across the value chain with an adapted regional model
- Core competence in innovation and connectivity defends market position and drives future growth
- Sharp focus on ESG backed by strong culture and team committed to sustainable industry leadership
- Disciplined M&A strategy in a largely fragmented market
3 Strong Financial and Operating Performance with a Resilient Business Model and High Cash Conversion
- Strong sales growth with resilient business model: 6.7% top line CAGR (FY18A-FY21E)
- Enhancing margins through operating efficiencies: >650 bps EBITDA margin expansion (FY18A-FY21E)
- Very strong cash conversion and returns dynamics
- Balanced FX exposure matching debt profile
SUSTAINABLE LONG TERM GROWTH SUPPORTED BY INCREASING INSTALLED BASE 1

Life of residential pool & renewal cycle – leading to highly predictable unit economics
Aftermarket

1: Prices for inground pools at manufacturer level
1 TOTAL ADDRESSABLE MARKET WELL-DIVERSIFIED BY SEGMENT

€2.9bn
c.94% Residential / c.6% Commercial

€2.8bn c.74% Residential / c.26% Commercial
Maintenance & Upgrade


€4.2bn
c.89% Residential / c.11% Commercial
Re-model

€1.6bn
c.91% Residential / c.9% Commercial
Increasing Fluidra's ability to gain market share in all the pool industry's verticals
€11.5bn Total Addressable Market
1 STEP CHANGE IN CONSUMER TRENDS ACCELERATING GROWTH DRIVERS
Market Dynamics & Drivers
Market

Large installed pool base with accelerating growth
Average selling price continues to grow
Innovation driving consumer demand for an upgraded pool experience
Despite step change, new construction below longterm historic average in USA, Spain & below peak globally

Step Change Consumer trends
Flight to suburbs globally and in the USA to the sunbelt
Increasing tendency towards outdoor living
Pool as the anchor to the backyard experience
Strong equity in housing and consumer willingness to invest in their largest asset
Pool unit value has grown > 60% in recent years and Fluidra's participation more than 2x

Pre 2011 pool Present day pool
LARGE GLOBAL MARKET – HIGHLY FRAGMENTED & LED BY FLUIDRA 2

B2B MODEL WITH ADAPTED GO TO MARKET ACROSS GLOBE 2

Significance of Pool Pro
- Critical route to market > 70% of channel share
- Pool Pro is key decision-maker for product selection and service delivery
- Pool Pro can be a builder, maintainer, repairer, retailer or a combination of the above
- Others includes mass market and non-pool e-
Why Fluidra "owns" the Pool Pro
- World class technical and aftersales service
- Leading loyalty and marketing programs
Long-lasting relationships built on trust and reliability
2 LEADERSHIP IN INNOVATION AND CONNECTIVITY
- R&D capability with >200 engineers and >1,400 patents
- 3x more patents than the next industry player
- Robust product roadmap based on our key criteria
- Improving quality and user experience
- Technology focused on increasing energy efficiency and sustainability
- Global range expansion
- Industry leader in connected pools (IoT)
1.7% R&D / Sales1 CapEx / Sales1 ~3.0%

- Strong penetration with c.65% of US new buildings including connectivity
- Accelerating demand with >35% CAGR18-20 in number of connected users
- Clear leader in connected equipment >40% over next competitor
Proven history of innovation helps us outgrow the market
1: 2020 figures pre CMP
SUSTAINABLE POOL SYSTEMS DRIVE REPLACEMENT CYCLE 2

Old vs New: Efficiency Comparison
| Old | Totals Comparison | % savings | New | ||||
|---|---|---|---|---|---|---|---|
| 2 Single-speed pumps |
5000W | 5.45KW avg | Power | 1.6KW avg | 71% | 2 VS pumps | 1400W |
| 1 Incandescent light | 300W | 3 LED lights | 144W | ||||
| Plumbing head loss | 150W | 3 PPM avg | Chlorine | 1.5 PPM avg | 50% | VersaPlumb head loss | 40W |
| Traditional chlorine | >680 liter loss per |
Water | 38 liter loss | 94% | Salt + Mineral sanitizers | ||
| No cover | week | per week | Automatic cover |


2021 score: 24.6/100 (medium risk) 2020 score: 31.7/100 (high risk) 2019 score: 40.3/100 (severe risk)
2020 score: 69/100
E-Profile (30%) (69/100) S-Profile (30%) (67/100) G-Profile (40%) (70/100) Preparedness: Adequate

2021 score: 72/100 (vs. 62/100 in 2020)
Environmental 2021 (77/100) vs. (58/100) in 2020 Social 2021 (70/100) vs. (60/100) in 2020 Governance 2021 (68/100) vs. (68/100) in 2020

2020 & 2019 rating: BBB

2021 score: B- & 2020 score: C

Fluidra is part of this index that requires compliance with a series of ESG criteria, in addition to reaching certain levels of capitalization

2021 ranking: 7/116 (vs. 14/114 in 2020)
Analyzes the quality of the information available to stakeholders of Madrid Stock Exchange listed companies, assessing the effort made by companies to communicate beyond mere legal compliance
A ROBUST SUSTAINABILITY STRATEGY WITH CLEAR COMMITMENTS 2

Mission: TO CREATE THE PERFECT POOL & WELLNESS EXPERIENCE RESPONSIBLY
Vision: To enhance lives through innovative and sustainable solutions that transform the way people enjoy water for recreation and health
Environment
Carbon neutral
Be a carbon neutral company in 2027 (Scope 1 & 2) and by 2050 (Scope 3)
Products
Have >80% of product sales classified as ESG friendly1 in 2035
Currently >50% of product sales already qualify as ESG friendly

Social
Zero net wage gap
Equal pay for equal work between men and women by 2024
Employee engagement
Reach an engagement of >80% in the employee survey by 2025
Pool social action Fluidra Foundation: Benefit to 1M people through our social action by 2030


M&A TRACK RECORD: DISCIPLINED AND VALUE ACCRETIVE PROCESS 2

Leverage ratios are PF for Taylor and year-end for the rest.
WORLD CLASS AND COHESIVE TEAM OF INDUSTRY AND FUNCTIONAL EXPERTS 2
Over 25 years of experience in the sector Fluidra's CEO since 2006 and Executive Chairman since 2016 Managing director of Fluidra Group since its inception in 2002

Xavier Tintoré CFO
Joined legacy Fluidra in 2010
Over 25 years experience in corporate and finance in multinationals and public companies

Troy Franzen North America
General Manager
Joined legacy Zodiac in 2010 Over 30 years of business, sales and operating experience
Stephen Matysiak APAC General Manager
Joined legacy Zodiac in 2002
Over 25 years of business, sales and operating experience
Joined legacy Fluidra in 2007
Carlos Franquesa EMEA General Manager
Eloi Planes Executive
Chairman
Over 30 years of business, sales and operating experience

Bruce Brooks Joined legacy Zodiac as CEO in 2011 CEO

Joe Linguadoca Operations Global Director
Joined legacy Zodiac in 2012
Over 25 years of operating experience in manufacturing and consumer
durables

industrial
products industries
various general management roles
Martí Giralt EMEA FMD Director
Joined legacy Fluidra in 2013
Over 30 years of operations and management experience

Over 30 years of experience in global consumer and
Previously spent over 20 years at Stanley Black & Decker in

Keith McQueen R&D Global Director
Joined legacy Zodiac in 1995 Over 30 years of engineering and operations experience
Amalia Santallusia HR & ESG Global Director
Joined Fluidra in 2019
Over 25 years of experience in managing HR departments
An average of c.30 years of experience in the sector and c.13 years in Fluidra1
1: Includes years at Zodiac before the merger
3 PROVEN TRACK RECORD OF GROWTH AND MARGIN EXPANSION - SET TO CONTINUE
A Story of Growth, Accelerated in 2021
(€bn Sales)

Strategic focus
- Accelerate growth in North America
- Leverage platform in Europe and Southern Hemisphere
- Increase exposure to Commercial market
- Higher avg. ticket driven by innovation, IoT and sustainable products
1: 2018 adjusted for IFRS16 implementation considering 2019 lease volume
Proven Margin Expansion

Incremental Levers
- Lean and Value Initiatives to reduce COGS
- Operating leverage with fixed costs representing c.60%
- M&A cost synergies
- Simplification
25
(Adjusted EBITDA % Sales)
3 HIGH QUALITY CASH RETURNS ON INVESTMENT – SET TO IMPROVE FURTHER

… generate resources to reinvest in growth and optimise funding structure

- Delivering Growth & Quality of Returns
- Fluidra leads a fast-growing industry
- And generates high-quality, repeatable returns
- Our model is a "Best-of-Breed" longterm value creator / Compounder
• We are Committed to
- Financial policy of around 2x leverage
- Further value-accretive investment
- Compounding value-creation for shareholders (systematic ROCE>WACC)
- Appropriate and attractive cash returns to shareholders
1: FCF calculated as adjusted EBITDA – Capex +/- Changes in Operating Working Capital. FCF conversion calculated as FCF/ Adj. EBITDA
2: ROCE is defined as adjusted EBITA / Cash Equity. Cash Equity includes (€527M) adjustment to reflect delta in between 6 months average share price
pre-merger announcement (€7.37 p.s.) and share price pre closing (€13.72 p.s.) times 83 million issued shares
4. Strategic & Financial Objectives
MEDIUM-TERM STRATEGIC & FINANCIAL OBJECTIVES SUMMARY
| Growth | · > Industry, leveraging global footprint · Focus on North America expansion · Drive by innovation, IoT, Commercial Pool |
|---|---|
| Margin Expansion |
· Continued execution - Simplify / Lean / Digitalize · Scale central functions of global platform · Optimize brand & sales channel management |
| · Tight focus on WC and Capex control | |
| Cash Generation & Leverage |
· Ensure cash conversion remains high · Leverage +/- 2x may vary temporarily with inorganic growth |

1: As reported growth of 3.1% increases to 5.1% on constant currency and perimeter, including Aquatron's remedy implementation 2: At constant FX
5. Appendix - Current Trading

CURRENT TRADING UPDATE & 2021 OUTLOOK
| €M | YTD 3Q21 | Evol. 21/20 |
Const. FX & Perimeter |
|---|---|---|---|
| Sales | 1,703.8 | 49.1% | 41.4% |
| EBITDA | 450.5 | 81.6% | 86.2% |
| EBITDA margin (%) | 26.4% | 470 bps |
- |
| EBITA | 399.9 | 97.9% | 105.4% |
| Cash EPS | 1.45 | 129.7% | 138.8% |
| Operating Net Working Capital |
305.2 | 26.4% | 3.0% |
| Net Debt | 933.2 | 59.9% | 55.4% |
| 2021 Guidance |
Key Assumptions | |
|---|---|---|
| Sales growth | 40% - 45% |
As reported growth rates including already executed M&A, |
| EBITDA margin 25.0% - 25.5% |
which contributes 10%+ growth | |
| Not assuming any COVID-19 resurgence shut-downs | ||
| No major disruptions in the supply chain | ||
| Cash EPS growth | 83% - 93% |
Tax rate of c. 25% |
| Assuming current FX rates |
Key Commentary
- Strong growth across all regions YTD, confirming step change in the industry after 2020 growth
- Excellent operating leverage driven by Gross Margin expansion, with read-through into EPS
- Management is confident on delivering a solid Q4 despite challenging supply chain and inflationary environment
- Momentum continues for New Builds demographics, strong Aftermarket driven by average ticket increase, Commercial Pool recovery and M&A
- Upgrading our 2021 sales growth guidance on the back of strong demand from 37% - 42% to 40% - 45%
CURRENT TRADING UPDATE
| 0/0 | 0/0 | Evol. | Const. FX & | |||
|---|---|---|---|---|---|---|
| YTD €M | 2020 | Sales 2021 - | sales | 21/20 | Perimeter | |
| Southern Europe | 395 | 35% | 519 | 30% | 31.6% | 31.4% |
| Rest of Europe | 240 | 21% | 326 | 19% | 35.7% | 32.5% |
| North America | 339 | 30% | 645 | 38% | 90.5% | 71.7% |
| Rest of the World | 170 | 15% - | 213 | 13% | 25.8% | 19.9% |
| Total | 1,143 | 100% | 1,704 | 100% | 49.1% | 41.4% |
| YID EM | 20220 | 0/0 sales |
2021 | 0/0 Sales |
Evol. 21/20 |
|---|---|---|---|---|---|
| Pool & Wellness | 1,110 | 97% | 1,662 | 98% | 49.7% |
| Residential | 823 | 72% | 1,296 | 76% | 57.4% |
| Commercial | ୧୫ | 6% | 83 | 5% | 21.9% |
| Pool Water Treatment | 157 | 14% | 199 | 12% | 26.8% |
| Fluid Handling | 62 | 5% | 85 | 5% | 36.6% |
| Irrigation, Industrial & Others | 33 | 3% | 42 | 2% | 26.8% |
| Total | 1,143 | 100% | 1,704 | 100% | 49.1% |
Key Commentary
- YTD sales growth largely driven by excellent sell-through rate of c.90% in North America
- Acquisitions represent c.€98m of North American sales growth
- YTD results in Europe benefit from a low base of comparison because of the full lock down in Q2 2020; however, have recovered well to exceed pre-pandemic levels
- Rest of the World showed robust growth YTD, helped by the solid performance across the Southern Hemisphere despite Commercial still weak in Asia
- Growth in the Pool & Wellness business unit was bolstered by outperformance in Residential, which benefited from continuous, robust demand from the work-from-home trend
- Having felt the worst effects of COVID-19, Commercial pool has recovered well, supported by recent acquisitions
CURRENT TRADING UPDATE (cont'd)
| GM | 2020 | 2021 | € Evol. 21/20 |
|---|---|---|---|
| Reported EBITDA | 234.6 | 414.7 | 180.1 |
| Net Interest Expense Paid | (28.4) | (24.4) | 4.0 |
| Corporate Income Tax Paid | (29.7) | (66.2) | (36.6) |
| Operating Working Capital | 26.1 | (43.5) | (69.6) |
| Other Operating Cash Flow | 21.1 | 36.0 | 14.9 |
| Operating Cash Flow | 223.8 | 316.6 | 92.8 |
| Capex | (25.0) | (39.2) | (14.2) |
| Acquisitions / Divestments | (19.0) | (426.1)(1) | (407.1) |
| Other Investment Cash Flow | (0.8) | 1.1 | 1.8 |
| Net Investment Cash Flow | (44.8) | (464.2) | (419.4) |
| Lease Liability Payments | (15.5) | (17.9) | (2.4) |
| Treasury Stock | (0.1) | (86.2) | (86.1) |
| Dividends and Others | (1.4) | (36.4) | (35.0) |
| Financing Cash Flow | (17.0) | (140.5) | (123.6) |
| Free Cash Flow | 162.0 | (288.2) | (450.2) |
| Prior Period Net Debt | 756.8 | 581.9 | (174.9) |
| FX & Lease Changes | (11.1) | 63.2 | 74.3 |
| Free Cash Flow | (162.0) | 288.2 | 450.2 |
| Net Debt | 583.6 | 933.2 | 349.6 |
| Net Leases | (115.1) | (161.8) | (46.7) |
| Net Financial Debt | 468.5 | 771.4 | 302.9 |
Key Commentary
- Excellent Operating Cash Flow performance in Q3, mainly driven by operating performance.
- Investment Cash Flow is €419M higher than last year due to the acquisitions of S.R. Smith, CMP and BuiltRight.
- Purchase of Treasury Stock to fund our Long Term Incentive Plan.
- Lower Leverage ratio despite strong inorganic activity, from 1.9x in Q3 2020 to 1.8x in Q3 2021 (based on actual LTM EBITDA).
(1) Includes €52.8M and €5.6M of cash used to cancel CMP and S.R. Smith's pre-takeover debts, respectively.
LTM EBITDA RECONCILIATION
| €M | Sept 2021 LTM |
|---|---|
| Net Profit attributed to equity holders of the parent company |
240.8 |
| Income tax expense |
75.2 |
| Finance income | (4.2) |
| Finance costs |
42.2 |
| Exchange gains / (losses) | 3.7 |
| Depreciation & Amortization expense & impairment | 120.7 |
| Minority interest | 3.8 |
| Reported EBITDA | 482.1 |
| Integration related and other non-recurring expense | 15.8 |
| Share based payment expense | 23.7 |
| Run rate synergies | 1.9 |
| Profit/Loss from sale of subsidiaries | (0.3) |
| EBITDA October 2020 – September 2021 |
523.2 |